Upheaval
by Starfish912
Summary: A Challenger to the throne of Equestria has shown and seeks to divide the world and set ponies against each other. It is up to Twilight Sparkle and her friends to stop it. It will be a long story. R
1. The Dark Prince

Upheaval

"Look, I told you, the chair costs twenty-five bits, not one less! If'n y'all don't like it, just move along!" Said the old carpenter stallion. The Pegasus gave him a sideways look and sauntered out.

"Look at that," The old carpenter said, "Yet another fine example of a Pegasus disrespecting a hard working earth pony."

"Hold on now," Began a greenish blue unicorn, "The earth ponies are always insulting the Pegasi for being 'airheads' and the like. I don't think you have much room for complaint."

"Now, see here," The stallion started, but was cut short by a darkness that fell on his shop and the street outside. Both ponies ceased their arguing and trotted to the door. It was said that someday an Alicorn with great and horrible power would challenge Princess Celestia. A solar eclipse was said to be the sign.

"Probably just some darn Pegasi messin' 'round with the clouds." Said the carpenter, not fully believing his own excuse.

"No, this is something more… Something darker…" Said the unicorn ominously.

_At Twilight's home_

When the eclipse's darkness fell over Twilight Sparkle's home, she was reshelving books on the top shelf of the history section. Twilight yelled as she slipped from the ladder. Getting back on her feet, she shook her head and stumbled to the window.

"Spike… Get me the Equestria Book of Prophesies…" Twilight said slowly.

Spike handed her the old, worn, leather bound book. She took the book and flipped through it franticly until she found the page she was looking for. Her eyes widened and her jaw dropped. She clambered down from the window ledge and called,

"Spike! Take a letter, quickly!"

Spike was by her side in an instant, quill and parchment in hand.

"_Dear Princess Celestia,_

_It has come to my attention that the eclipse that you undoubtedly can see is the sign of the coming of a very powerful Alicorn who seeks to overthrow you. I thought that this would be necessary…"_

"Twilight, slow down! I can't write that fast!" Complained Spike.

"_to provide you with this information._

_Your Concerned Student, Twilight Sparkle."_

Spike rolled up the message and held it in one claw. He then blew green flame on it and it vanished. Twilight paced and fretted for what seemed like an eternity.

"It could be completely natural! I mean, just because we've never had one before doesn't mean that it is a 'prophesy fulfilled', right?" She said, turning to Spike.

Spikes only response was coughing out a note from Princess Celestia.

"_My Dear Concerned Student, _

_I have observed this occurrence and will be looking into the possibility of a prophesy with care. Take heart and have no fear._

_Princess Celestia."_

After Spike had finished reading off Princess Celestia's message, Twilight heard a knock at the door and went to open it. At the door, in the dark entry way stood Rainbow Dash, Pinky Pie, Fluttershy, Rarity and Applejack.

"Twilight, do you know what this is?" Asked Rainbow Dash, gesturing to the sky.

"Yes, what is going on? I was busy working on my new dress line when my light was gone." Rarity asked.

Fluttershy looked like she was very panicked and Applejack was comforting her. Pinky Pie was even looking worried.

"I-I'm not sure. There is a prophesy that says that a solar eclipse will precede an Alicorn challenger to the throne of Equestria. That's pretty much all I know. Princess Celestia is looking into it, so, I guess we'll just have to wait." Said Twilight as she led her friends inside.

Spike came to meet the ponies as they entered. But, before he could greet them, he coughed out another message from Princess Celestia.

"Ohh, ohh, what does it say? What does it say?" Asked Pinky Pie excitedly.

"_Dear Student Twilight,_

_I have confirmed your theory of the prophesy of the Solar Eclipse. I will be making preparations for the defense of the capital city, which is likely where a challenger would make his or her appearance. Thank you for your aid in this matter. _

_Princess Celestia."_

"Well, that says it all! We've got to go to the capital and help Princess Celestia!" Declared Rainbow Dash.

"I second that. What about y'all, Rarity, Fluttershy, Pinky Pie?" Asked Applejack.

"I suppose it is our duty." said Rarity.

"I'll go! I've been wanting to see the capitol again anyway!" Said Pinky Pie excitedly.

"Oh, if we really have to…" Said Fluttershy.

"Alright, let's go, Spike!" Said Twilight.

As they stepped out onto the road, into the darkness of day, one bolt of lightning flashed in the clear, blacken sky. It struck the center of the road on the way out of town. Thunder shook the road and sparks flew from the point it struck. When the flash faded, a large, dark figure stood in the charred dent in the road. The figure rose to its feet and began walking slowly into the town. When it came close enough to see clearer, they could tell what it was that arrived. It was a large, black Alicorn with ruby streaks in it's mane and coat. The Alicorn wore long, billowing robes of blacks and grays, lacking any embroidery. In fact, they were tattered looking, as though they were dozens of years old.

The thunder and the lightning strike had brought quite a few ponies into the street. They stared in awe as they saw the dark figure. The Alicorn rose to its true height, two heads above anypony there. It took a few steps forward and raised its head high. Then, the Alicorn spoke in a low, gravelly, booming voice.

"I am Prince Eclipse. I am the Prince of shadow and fate. All true Equestrians will follow me. Unicorns, Pegasi, give me your attention… Leave your trivial earth pony cohorts. Join in the true harmony of magic and flight. Unicorns and Pegasi are the two real races of Equestria. Earth ponies are parasites. They are interlopers. Come and follow me…" The Alicorn said.

**Hello all! I have begun a new epic! A struggle of good and evil! Ah, well, it's a cool fanfic anyway. XD**

**So, pleasepleaseplease review! If you read this far, you really ought to leave some thoughts, huh? :D**

**As Rarity would say, "Tellmetellmetellmetellme!".**


	2. The Resistence

"Come and follow me…" The Alicorn said.

As Prince Eclipse said these words, Rainbow Dash floated just about the small crowd that had gathered.

"I'm not following you anywhere, Eclipse!" Rainbow Dash shouted.

Prince Eclipse just stared at her. As he did, a light rain started coming down.

"Fine, stay in squalor with your primitive comrades. Who will follow me to the clouds? Who will rise above this mud pit; this dying ground of dignity and majesty?" Prince Eclipse roared.

Three Pegasi and five unicorns hovered and trotted, respectively, out of the crowd and stood by Prince Eclipse. Some friends and family called for them to come back, but they ignored the calls.

"So few? I had expected that dozens of you would grasp at the chance to rise. No matter. What you see here before you are the chosen of the elite. Too long have the exceptional been subjugated by the obtuse and the simpleminded! I will rid Equestria of these ignorant fools! When I am through with Equestria, she will be a nation of perfection. Not a soft minded earth pony in sight. This is my goal. I will see you all, well, not all of you, in my new world!" Prince Equestria exclaimed, taking wing towards Canterlot, and being followed into the dark sky by his Pegasi followers and the unicorns who had magically harnessed the clouds as transportation.

Applejack was the first to say anything after the departure of the Prince.

"Well, he can expect to have the hay beat out of him if he tries anything! Simpleminded? Ha! He would know!" She retorted.

"Now, now, hold on," Chimed in a unicorn, "I think he was actually making some sense. Many unicorns feel unappreciated. Some of us would actually prefer to have Equestria like it was before the great Harmony." She finished.

Twilight became so animated that she walked right up to the other unicorn, who was somewhat taken aback.

"You would prefer that the Earth Pony race be forced to pay food that they rightfully owned to the Pegasi and the Unicorns simply because they demand it? You would have us go back to the hate and malice of the Dark Times? Great! Let's just _invite_ the Wendigo back! How well did hate work before. No, Prince Eclipse is nothing more than a Charlatan and a good speech. His only weapons are division and anger. With those, he can't win against Harmony and Friendship! Right?" Twilight rallied.

"Right!" Came the response from the crowd.

"The Prince may think he has a chance at victory, but there will be no Solar Eclipse if we have anything to say about it! Come on, Fluttershy, Rarity, Rainbow Dash, Applejack, Pinky Pie; we need the Elements of Harmony." Twilight said.

"We're going to Canterlot." They called in unison.


	3. Running

Upheaval CH3

Twilight Sparkle, Fluttershy, Rarity, Rainbow Dash, Applejack and Pinky Pie boarded the train for Canterlot as quickly as they could. They were very anxious, but they trusted Princess Celestia and the royal guards to keep the city safe until they could get rid of this usurper. The engineers pushed the train harder and harder, pushing up the mountain, trough the tunnels and around the curves at breakneck speeds. Giving the train all they had, it still took a little over an hour to reach Canterlot.

"Look!" Called out Twilight, pointing towards the city.

As the other ponies turned their heads to look, they saw the city veiled in a magic shield. As the train approached the edge of the shield, Twilight saw something in the distance. She saw what looked like a black dot, but it was growing, no, coming closer. It was Prince Eclipse and his followers! They were speeding towards the train. The train sped towards the entrance of the shield, which had parted for the train to enter. The guards on either side drew their weapons and urged the train to hurry before they were forced to close the opening. The front of the train passed the barrier, but Prince Eclipse and his followers had landed on the back of the train.

Then, suddenly, the train lurched as the barrier came crushingly closed and the last two cars were caught on the outside, causing them to impact violently with the magical wall. The ponies inside the train were thrown from their seats as the front of the train lurched backwards, caught on the barrier.

"Is everypony alright?" Twilight asked, getting back up off the floor.

"Just a little sore, I'll be fine." Commented Applejack.

"Oww! What was that?" Asked Rainbow Dash.

"I think the barrier closed on the back of the train. It must have been a close shave." Twilight said.

The ponies got off the train and looked back at the barrier to see a pile of twisted train parts on the outside of the wall, but no sign of Prince Eclipse or his followers.

"Twilight! I'm so glad you're safe!" Came a familiar voice.

Twilight turned to see Shining Armor galloping towards her. He reached her, out of breath and hugged her tight. She hugged him back, savoring the moment until se remembered that this was no simple visit.

"We need to get to the elements of Harmony. They are the only thing we have to combat an Alicorn like Prince Eclipse." Explained Twilight.

"Right. Come with me. Princess Celestia is waiting in the Grand Hall." Shining Armor responded.

Twilight and the others followed Shining Armor as he led them up the marble stairs towards the Hall of Harmony.


	4. The Journey Begins

Upheaval CH4

Twilight Sparkle followed Shining armor, followed by Fluttershy, Rarity, Rainbow Dash, Applejack and Pinky Pie. They walked slowly down the long marble floored hallway that housed the Elements of Harmony. Fluttershy and Rarity looked to the left and right as the walked and looked at the awe inspiring stained glass windows and tapestries. Depictions of nearly every major event in Equestrian history were illustrated on these walls in some manner or art form.

At the far end of the hallway, standing in front of the gemstone inlayed door they had seen very few times before, stood Princess Celestia and Princess Luna.

"Greetings, my little ponies", Began Princess Celestia, "I fear that dire times are upon us. A challenger, an Alicorn by the name of Prince Eclipse has come to take the throne. He, however, does not know of the power of the Elements of Harmony. Here, take the Elements and defeat this Alicorn." Celestia said, inserting her horn into the door and withdrawing the chest that held the Elements of Harmony.

Twilight Sparkle took the Elements and distributed them amongst the group.

"Man, it feels good to wear this again!" Rainbow Dash remarked.

"Oh, I really should have worn my other outfit. I'm clashing something awful!" Rarity complained.

"We're about to fight an Alicorn with magical powers and crazy followers, but all you can think of is your dang outfit?" Questioned Applejack.

"If one must fight evil, one should do so with style!" Declared Rarity, with an air of righteous indignation.

Later, in the main courtyard, Twilight and her friends discussed what their next move should be.

"So, do we just trot outside the bubble and hope Prince Eclipse challenges us or do we have some way of finding him?" Asked Rainbow Dash.

"I talked to Princess Luna and she taught me a spell that should work. It's a location spell. I should be able to find out roughly where Prince Eclipse is." Twilight explained.

Twilight mustered her will and focused her magic into her horn. Her horn glowed purple and spat sparks left and right until they formed an image on the ground. The ponies gathered around and looked at the picture. It was a rough outline of a large smoking mountain and an Alicorn rearing up on top of the mountain.

Fluttershy was the first to speak.

"That looks like the mountain where that dragon slept for a while. Twilight, does this say that Prince Eclipse is on top of that mountain? Fluttershy asked.

"That's what it looks like." Answered Twilight.

"Aww, does that mean we need to hoof it all the way up that dang mountain again?" Asked Applejack.

"Well, I don't see that we have much choice…" Rarity said with some dismay.

With that, the group set off in the direction of the mountain. Unbeknownst to them, Prince Eclipse was already anticipating this move. He had planned for decades for this time. Every contingency had been accounted for and every loose end tied off. Eclipse knew in himself that he would win. It was his right… his birthright… to rule Equestria.


	5. Trials of Sorts

It was late afternoon when Twilight Sparkle and her friends began the day long arduous trek up the mountain. The only cave of significant size on the mountain was the same cave that a large dragon had once inhabited. Although the dragon was gone, a significant feeling of apprehension and fear was still associated with the cave. Twilight could tell that the group was not exempt from these feelings, particularly because they were to face a potentially greater foe than they had before. These feelings seemed to be especially difficult for Fluttershy. Twilight tried to smile in her direction, if for no other reason than to give her some hope, but due to the rocky, harsh road and Twilights own worries; it came out as more of a grimace than anything else.

"What if the Elements of Harmony don't work?" Twilight asked herself.

"What if he is just too strong?" Twilight's head buzzed with worse and worse scenarios until she heard a cry from behind her.

"Help! Somepony!" Pinkie Pie's voice pierced the thin mountain air.

Twilight whipped around to see both Applejack and Pinkie Pie being snatched up and lifted high up into the dark sky by two pegasi in dark robes and two unicorns in matching garb, riding on enchanted storm clouds. In a flash, Rainbow Dash shot up after them. As she approached them, she shouted a warning, "Drop em'!"

Ignoring the warning, the dark clad ponies sped up and Rainbow Dash matched their speed. Drawing nearer and nearer, Rainbow Dash reached out to Applejack, but suddenly, the dark ponies disappeared with a flash, along with Applejack and Pinkie Pie.

"What?" Rainbow Dash yelled as she attempted to slow down to avoid crashing into the mountainside. She bolted back to Twilight and the others.

"What was that? I thought only you could teleport, Twilight!" Rainbow Dash yelled.

"The dragon's cave could be enhancing their magic somehow. When a great magical being inhabits a space for a long time, some strange magical effects can stay in the location." Twilight explained.

"Great, just great! C'mon, we're going after them! They must've come from the cave." Declared Rainbow Dash.

Twilight Sparkle, Rainbow Dash, Rarity and Fluttershy sped up the mountain with renewed determination.

Meanwhile, Applejack and Pinkie Pie found themselves in a dimly lit cavern of enormous size. The light seemed to come from a lava flow in a rivulet on the far side of the cave. Flanked on each side by a robed unicorn and Pegasus, Applejack and Pinkie Pie had little choice as far as what they could do. They were led forward into a long, better lit chamber with what looked like a throne at the far end. Behind the throne, another lava river flowed, giving the place warmth and a sulfuric smell. Along the hall, there were sets of tall pillars on either side of the path to the throne.

"Alright, what the hay is goin' on here?" Asked Applejack angrily.

"Silence!" Said one of the unicorns loudly.

Unnervingly for Applejack, the unicorn didn't even look at her when it yelled. Its head was completely covered, other than a hole in the hood for the horn. As they approached the throne, Applejack and Pinkie Pie noticed that the Alicorn they had seen in Ponyville was sitting on the throne.

Pinkie Pie was muttering to herself quietly, "Prince Equine…. Prince Ellipse… Prince Éclair…. I got it! Prince Eclipse!" Pinkie Pie said triumphantly.

"Quiet, equine." The Alicorn said in a quiet, soothing voice that gave Applejack shivers up and down her spine.

"I have brought you here for a very special reason. I need something that you have. The Elements of Harmony, take them off and give them to me." Prince Eclipse addressed Applejack and Pinkie Pie.

"Never. Y'all aren't getting this, and that's the honest truth for ya!" Applejack stated, drawing back a little and holding the Element around her neck tightly.

"Well, I can't really do that. Sorry!" Pinkie Pie said earnestly.

Prince Eclipse hardly looked surprised. He waved his hoof and the ponies flanking them grabbed their front and back legs, pinning them onto the cold cave ground.

"You, unfortunately, have no choice in the matter, equines." Prince Eclipse said with his sickeningly kind and calm tone.

"Stop callin' us equines! We have names!" Yelled Applejack before she was shoved again to the floor.

"Although you may have names, earth ponies do not deserve names. They are sub-pony; animals, not fit to live side by side with other pony races. Merely cheap imitations of something better." Prince Eclipse stated.

"I don't know if'n you can remember, but do you recall when all the pony races joined in harmony to create Equestria? If you remove one of the important pieces of that structure, the whole thing comes down! There will be no Equestria to rule!" Applejack yelled, getting angrier now.

"No," Prince Eclipse responded comfortingly, as though trying to explain a simple concept to a young filly, "When I remove this particular piece, it is akin to trimming a tree. You sometimes are required to cut off dead, diseased and rotting limbs so that the rest of the tree can flourish. This vetting of Equestria is necessary for the betterment of ponykind!"

"But earth ponies have things that make them special too!" Pinkie Pie chimed in, not caring, or perhaps, not noticing the two ponies holding her down, "Earth ponies might not have wings or magic, but earth ponies have heart. They have determination and strength. We also occasionally have great senses of humor!" Pinkie Pie explained, giggle-snorting at the last line.

"N-no, no, there are qualities that the other pony races have that an earth pony could only dream of acquiring!" Prince Eclipse said, raising his voice.

"But you said that we were animals. If we can dream, we can aspire to better ourselves. How good does an earth pony need to get to be as good as a normal unicorn or Pegasus in your eyes? That means that if you have a subpar Pegasus, he is only as good as an impressive earth pony. It's a very slippery slope of thinking, there. Arbitrary values assigned to deep and complicated creatures based on what they look like to you! What if a Pegasus can't fly? Does that mean it's an earth pony? What if somepony breaks a wing and can't fly anymore? Are they just outta luck? Did the accident make them less than what they were? Y'all need to take the time to talk to an earth pony. See through their eyes!" Applejack finished and took a deep breath.

Prince Eclipse didn't say anything for a long while after that. He had never heard an earth pony speak so well. Was he wrong the whole time? No, he couldn't doubt himself now. He couldn't give up what he previously knew to be true. Second-guessing would lead to mistakes. But, what if…

He looked conflicted and confused, even sad at times. About ten minutes passed before he spoke again.

"Guards, remove the Elements. They cannot be bestowed upon such beings. I, Prince Eclipse, by the power of the throne of Equestria, do hereby relinquish your ownership and control of the Elements of Honesty and Laughter!" Prince Eclipse's voice boomed throughout the hall.

His horn glowed a deep red and a shot beam at each of the trapped ponies. Energy arced from his horn to the bodies still held to the ground for a moment before he stopped and took the Elements from his guards.

"Put them in the holding cell. They should wake up soon." Prince Eclipse ordered.

"Yes sir!" The guards responded quickly. They dragged the limp, unconscious bodies out of the hall.

Prince Eclipse sat down again in his throne. Doubt crept over him again. "I planned for every contingency…Everything but…. myself…."

Meanwhile…

Charging up the mountain pathways with fervor to save their friends, Twilight Sparkle, Rainbow Dash, Fluttershy and Rarity sped towards the mouth of the cave. Night had just fallen as they entered the cave. They were suppressed that Prince Eclipse hadn't had the foresight to post sentries or guards here. Bursting into the main room where the Applejack and Pinkie Pie had been a few short hours before, Twilight and the other ponies took in their surroundings. As they did, two pegasi descended from the darkness above the cave floor and landed lightly in from of them. Immediately, Rainbow Dash was on top of one of them.

"Where are Applejack and Pinkie Pie!" Rainbow Dash roared at the pinned Pegasus.

"Calm now, pegasus! The Prince has been expecting you." The Pegasus said quickly, putting his front hooves up to defend from the expected attack.

"Alright, show us the way." Twilight demanded.

"And don't try anything." Rainbow Dash added warningly, getting off of the robed Pegasus.

Slowly, Twilight's glowing horn behind them, the pegasi led them into the throne room, between the pillars and up to the Alicorn stationed there.

"Ah, Magic, Generosity, Kindness and Loyalty have graced us with their presence." Prince Eclipse said softly, rising to his full height and gliding towards them. He circled them, eyeing them with a mixture of suspicion, interest and pity.

"Where are our friends?" Demanded Twilight.

"Honesty and Laughter are safe for now. What I need from you is your cooperation." Prince Eclipse explained.

"Like that'll happen." Muttered Rainbow Dash.

Twilight returned the alicorn's probing stare, Rainbow Dash glared at the two pegasi still watching them, Rarity seemed too interested in the alicorn's tattered garments to think of anything else and Fluttershy seemed to be growing smaller by the second, as if she was being shoved down by the alicorn's oppressive stare.

"Kindness, I have a question. Does your element extend to those unworthy of it?" Prince Eclipse asked, moving in on Fluttershy.

"Y-yes, or, that is, I-I'm just kind to everypony." Fluttershy said in a whisper, cowering away from the Prince.

"Generosity," the Alicorn said, whipping around to face Rarity, "Are you always gracious? Even when you know that they don't warrant your gifts?" Prince Eclipse interrogated, sounding angrier with each passing moment.

"Loyalty!" the Prince practically yelled, "Are you loyal, even to those who are not loyal to you?"

"MAGIC!" the Prince roared, "How does your Element better the weaker race?" Prince Eclipse questioned.

"Stop!" Twilight yelled back, "If you are putting us on trial, do it correctly! Give us time to answer!"

"A trial?" Prince Eclipse's eyes shined ominously and he smiled. "Yes, a trial. You are to answer for and represent the earth pony race against the charges of inferiority, and weakness!"

"Are those even crimes?" Asked Twilight sarcastically.

"You will each be given time to explain yourselves and then I shall rule on the case." Prince Eclipse said.

"What about our friends?" Rainbow Dash challenged.

"Their fate hangs in the balance. They cannot be allowed to testify on the grounds that they are not true ponies in the eyes of this court." Prince Eclipse stated, trotting back to the throne.

"Generosity, begin." Prince Eclipse ordered.

"Oh, well, I would say that… Although you may see earth ponies as weak, this only proves how little contact with them you must have had. I have known many over the course of my life. Applejack, or, umm, Honesty, is one of the strongest ponies I have ever known. Not simply physically strong, although she doesn't lack muscle, but strong in her…" Rarity was cut off.

"Heart. Yes, she mentioned as much…" Prince Eclipse said thoughtfully.

"Kindness, what say you?" Asked the Prince.

"W-well, if you want my opinion…" Fluttershy started quietly, but spoke louder and clearer as she went. "It would seem that your views are based on outdated information regarding the harmony of the races. The earth ponies are much more important to Equestria than you realize. They provide for the entirety of Equestria from an agricultural angle and also, almost entirely run the industrial sector. It would be foolish to remove such an integral piece of a flourishing system based on views which would only be accepted in a pre-Harmony world. The proposed 'liberation' from the supposed earth pony dominated agro-industrial system is simply not plausible nor is the root problem even existent!" Fluttershy finished.

Everypony glanced at one another.

"Did anypony understand any of that?" Rainbow Dash asked.

Twilight slowly raised her hoof, but, seeing nopony else doing the same, she quickly lowered it.

"Loyalty, speak." Prince Eclipse ordered Rainbow Dash.

"Alright, first off, you need to understand something. Earth ponies are not inferior! Just because they can't fly doesn't mean anything! They make up for whatever weakness you see in them in other ways. Pinkie Pie, my friend, can always get somepony to smile, even if they're having a really bad day or going through a rough time. Happiness is a great gift that she gives out to everyone indiscriminately. Pony, Pegasus, Unicorn, Alicorn, Griffon, it doesn't matter! We all have ties to each other!" Rainbow Dash detailed.

"Magic!" Prince Eclipse called, "Your summation."

"No." Twilight Sparkle responded shortly and bluntly.

Everypony's eyes turned to Twilight. She didn't flinch as this happened.

"What?" Asked Prince Eclipse asked slowly.

"I said 'no'. I'm not doing this. If you can't understand the basic concepts of kindness, equality and individuality, we can't even begin to have a conversation!" Twilight Sparkle responded.

Prince Eclipse, although shocked that anypony would speak to him this way, responded swiftly.

"The earth ponies are found guilty of Inferiority and weakness! Guards! Take them to their cells." Prince Eclipse declared.

Within moments, fifteen pegasi and unicorns entered the hall and dragged the ponies out.

"The liberation of Equestria begins….Now" Prince Eclipse said ominously, rising from his throne.


	6. The Beginning of the End

Prince Eclipse waited a few hours after the trial before visiting the ponies in their cell. He trotted down the winding cave passages, past several guards who all knelt before him as he passed. As the knelt, he found himself for the first time, bothered by their adoration. He wasn't bothered in the way that a dog is bothered by a fly, but bothered on a deeper level. He felt…. Guilty?

Prince Eclipse approached the small cave room that had been converted into a prison cell.

"Generosity, Kindness…..Magic….. I would see myself as discourteous if I did not offer you a last chance to help yourselves. Will you consider joining me in my effort?" Prince Eclipse asked earnestly.

"Hey! What about me?" Asked Rainbow Dash, sounding fairly offended.

"Loyalty? Turn her back on her Princess and her ideals? Do I really need to ask?" Prince Eclipse said, almost condescendingly.

"No. As I'm sure you expected." Twilight Sparkle responded crossly, glaring at him.

"No, I cannot." Responded Rarity.

Fluttershy whispered something, but nopony could understand her.

"Fine then. Loyalty, come with me." Prince Eclipse ordered, motioning the guards to open the door.

"It's Rainbow Dash! And no!" The response was yelled.

Prince Eclipse growled and pulled Rainbow Dash through the now open door with his magic.

"Enough of this petty resistance." Prince Eclipse's voice rumbled as he forced Rainbow Dash down the cave tunnel towards a secluded room with a sturdy wooden door.

It was a long while before anypony heard anything from the tunnel. Low voices could be heard in discussion. After a while, the voices grew louder until it was shouting. Only then could any words be gleaned from the conversation. Twilight thought she heard something about the royal guards and Canterlot, but she couldn't be sure.

It was almost two hours before Rainbow Dash was brought back down the tunnel to the cell. She looked exhausted and angry.

"Rainbow Dash! What did they do to you?" Rarity asked as soon as she was tossed back into the cell.

"He questioned me. He yelled at me. He tried to reason with me. There's no good in him, Twilight. None." Rainbow Dash said before slumping against the wall and breathing hard.

"Did he hurt you?" Asked Fluttershy softly.

"No… I'm okay." Answered Rainbow Dash quietly.

Twilight thought she saw a single tear fall from Rainbow Dash's eye.

That was it. This would go no further. Twilight vowed to herself to stop Eclipse, No matter what happened, she would stop him.

Prince Eclipse was walking slowly past the cells when his cloak was pulled sharply to the side, towards the cell. Twilight's horn was glowing as she rose from her place in the cell and approached the alicorn's face, which was up against the bars. Prince Eclipse used his magic to force himself away from the bars and asked,

"Yes, Magic?"

"Know this; I will stop you." Twilight said threateningly, her face void of any emotion.

"I'm counting on it…" The response slipped from Prince Eclipse's lips as he sneered.

Prince Eclipse strode out into the main cave and called for his followers.

"Chosen! Rally to me! The time is now! We march for Canterlot! Fear no soldier, no pony and no weapon! Dread no Pegasus! Evade no Unicorn! We… shall… RISE!" Prince Eclipse's voice rose into the upper reaches of the cave and beyond.

Twilight's ears perked up when she heard the rallying call. She leapt up and ran to the bars to try and see what was going on. She only saw a line of Unicorns and Pegasi rush past the bars, heading for the main cave.

Twilight turned to face the other imprisoned ponies.

"Come on, we need to get out of here! Celestia is in danger!" Twilight declared.

"Twi, I'm not sure I'fn y'all realized, but, we're behind bars. How in Equestria are you supposin' that we're gonna get outta here?" Applejack pointed out.

"Well… I was studying a new spell on transmutation, that is, the process of changing one thing into something else. I just wish Spike was here! I can't remember the process." Twilight lamented.

"Ooh! Ooh!" Pinkie Pie exclaimed.

"Yes, Pinkie P… What are you doing….." Asked Twilight.

Pinkie Pie was busy; crouching down, scrunching up and rearranging her mane and tail into what seemed to be a row of spikes, Pinkie Pie said,

"Look! I'm Spike!"

"Pinkie, I know you're trying to help, but you don't know how to perform the spell." Twilight attempted to explain to a beaming Pinkie who was now half her height.

"But I remember the spell!" Pinkie Pie responded.

"Oh! That's great! Now all we need to do is….Wait. Pinkie, how do you know the spell?" Asked Twilight suspiciously.

"Well, I was halfway through your window on the second floor yesterday when you started transmogrifying the rock Spike was holding. I stopped and watched what you did and took notes! Ta da!" Pinkie Pie detailed, recounting the story.

"But… Why were you coming through my window?" Twilight asked confusedly.

"I was going to invite you to my next party!" Pinkie said happily.

"Through the second floor window?" Twilight asked in the tone she adopted when she didn't quite believe somepony.

"Yep!" Came the cheery response.

"Alright, let's go then!" Twilight said, turning to the bars.

"Okay, just say what I say! Barous!" Pinkie Pie yelled.

"Barous!" Twilight copied Pinkie.

"Transo!" Pinkie Pie called out.

"Transo!" Twilight said, wondering if Pinkie Pie was just pulling her hoof now.

"Cupcake!" Pinkie Pie exclaimed happily.

"Cupcake?" Twilight finished, perplexed.

Then, Twilight's horn shot out a beam of magic at the bars of the cell. The bars glowed and started changing form. As soon as the beam stopped, Twilight fell to her forelegs, weakened momentarily by the power of the spell. Pinkie Pie rushed over to the ground where the bars had been and started eating something off of the ground.

"Pinkie Pie! What are you doing?" Rarity exclaimed.

"Eating cupcakes!" Pinkie Pie exclaimed between bites.

Twilight Sparkle stared at her pink friend for a moment before urging the others to follow her. They stormed into the main cave, but stopped upon entering.

"W-where is everypony?" Asked Fluttershy

"They've gone to Canterlot… They are going to try to overthrow Princess Celestia and Princess Luna!" Twilight explained, breaking into a gallop until she reached the mouth of the enormous cave system.

Between the lightning strikes amid the storm clouds, everypony could see a dark mass of billowing cumulous clouds and Pegasi off in the distance, speeding towards Canterlot Palace.

"Dang it! We'll never make it on hoof!" Applejack fumed, stomping the ground.

"Everypony, hold hooves!" Twilight ordered, reaching out to either side.

Everypony linked hooves and Twilight's horn illuminated the dark night around them. She gritted her teeth in effort and her horn spat sparks before there was a sound like an explosion.

Sparks leapt and electrical currents arced around the ponies as they found themselves just outside of the Canterlot magical barrier.

"Look!" Cried Rainbow Dash, pointing a hoof into the sky.

Off in the distance, but closing quickly, as if hastened by the cold, dark night around them, the mass of clouds, tinted red, sped towards the magical barrier. Drawing closer, the clouds formed a horn-shaped spiral with Prince Eclipse at the tip, horn aglow, blood red with malign magic. When the tip of Eclipse's horn touched the barrier, the protective shield shattered as though made of thin glass. Amid the shattering of the shield, Twilight Sparkle saw two necklaces around Prince Eclipse's neck. Her eyes darted back to Applejack and Pinkie Pie.

"Oh no," She thought, "He has their Elements…."


	7. Assault

"Come on, we need to get to the Grand Hall!" Twilight Sparkle announced.

The dark spiral followed Prince Eclipse to the front of the castle, and then broke, like a wave on the shore, the Pegasi and Unicorns spread out around the castle, forming a circle to keep the general populous out. Prince Eclipse alone entered the Grand Hall. As he did, he motioned with one hoof over his shoulder and his followers began to break ranks and spread out into the city.

Twilight Sparkle and her five friends galloped towards Canterlot main square. As the entered the city, they saw a multitude of panicked ponies. Everypony was running and yelling. The six cut through the confusion like a knife. They swiftly moved through the crowd towards the entrance of the main hall. By the time they reached the main square, they could see Prince Eclipse's followers, clad still in their dark robes, rounding up earth ponies. They saw ponies being pulled from their houses and lined up in the street. Applejack and Rainbow Dash almost broke from the group to help, but Twilight called back to them,

"Wait! Prince Eclipse is at the center of all of this! He is the most important!"

"But we can't just leave them!" Rainbow Dash responded.

"If we stop him, we stop them as well. Come on, Dash!" Twilight called, charging through the still open doors of the Grand Hall.

Near total darkness behind them outside, other than lamplight of the lanterns lining the road, the six entered the Grand Hall together, slowing to a quick trot upon entering the building, but stopping abruptly upon seeing what was at the end of the hall.

Prince Eclipse, the large black Alicorn with ruby streaked mane, stood over Princess Celestia who was lying on the stone floor of the hall, speckled with colors of the stained glass windows surrounding them. Twilight called out to her.

"Princess!"

Princess Celestia turned her head to the voice and swiftly used her magic to slip the two Elements of Harmony off of Prince Eclipse and throw them down the hall to Twilight. As soon as Twilight realized what had happened, she scooped up the Elements and gave them to Applejack and Pinkie Pie. The two earth ponies slipped them on and nodded to Twilight.

"Formation!" Twilight yelled.

All the ponies arranged themselves and prepared to use the Elements of Harmony. Prince Eclipse turned slowly to face them. Twilight thought she saw him smile faintly before a blinding white magical light surrounded her and the other five, lifting them off of the ground. Then, abruptly, they all fell to the floor with a thud.

Rainbow Dash was the first to react. She growled loudly and shot towards Prince Eclipse with incredible speed. Prince Eclipse just sneered and a hint of magic could be seen around him and Princess Celestia before they both disappeared in a flash. Rainbow Dash pulled up to avoid crashing into the banner o the wall at the end of the hallway.

"Great! Fantastic!" Rainbow Dash yelled.

"Why didn't it work?" Twilight asked herself quietly.

"Ah might be able to explain that one, Twilight. While we were captured, Prince Eclipse used his magic on Pinkie Pie and I. He was sayin' somethin' about us not being worthy of such power. Honestly, I don't remember too much after that before y'all showed up." Applejack recounted.

"Wait, no, that can't be! That would mean that Prince Eclipse actually has some claim to the throne!" Rarity declared.

"Not necessarily," Twilight commented, "Actually, all Alicorns are considered royalty of one type or another, and thus, have a portion of royal power themselves. What we need to do is find Princess Luna. She is the only one who can reinstate you two as Elements of Harmony!" Twilight declared.


	8. Reinstatement

Princess Celestia shook off the dizziness from the magical transport and looked around. She could tell that she was still in the castle, most likely the north tower. She turned around to face the pony who had taken her.

"What you are doing is not acceptable. You must stop." Stated Princess Celestia in a calm, but forceful tone.

"What I am doing is saving Equestria from a dangerous plague. Inferiority is ravaging our great nation. The earth pony race does not deserve our protection, our unity, out trust." Responded Prince Eclipse softly.

Princess Celestia's face changed from one of stern patience to one of sadness and sympathy.

"I am saddened by you, friend. You were not always this way. Harken back to brighter times. Remember a time before your bitterness and anger." Princess Celestia urged.

"Ah, you do remember me. Good, we can skip the introductions." Prince Eclipse said with a slight smile.

"I remember somepony very different, Heartstrong." Princess Celestia said contemplatively.

"Don't call me that, Celestia," Prince Eclipse commanded in a low, growling, dangerous voice. "I've taken my rightful title of Prince Eclipse, overshadower and beckoner of the next age." Prince Eclipse held his head up high.

Princess Celestia looked heartbroken. The colt she knew so long ago was so very lost now. He was once so kind, so considerate and at peace. Something had invaded his heart and fought to corrupt him. Something must have happened to change him. Princess Celestia needed to find what this was if she was to help him.

"Eclipse, what altered you from the colt I knew?" Asked Princess Celestia.

"Time, Celestia; time and the cruelty of life. Enough of either can change anypony eventually. It would seem that time has been lenient to you, at least." Prince Eclipse said, grimacing.

"Blessedly lenient. Now, you must stop what you are doing to Canterlot. There is neither call nor reason for the action taking place!" Princess Celestia said, her voice becoming sterner as she motioned to the window.

"Can you not see how our society is degrading because of the limitations of the earth ponies?" Asked Prince Eclipse, almost incredulously.

Princess Celestia sighed. She would be happy to converse with him, were he not currently expelling a third of the citizens of her fair city by force.

_**Meanwhile…..**_

Twilight Sparkle led her friends, Rarity, Fluttershy, Rainbow Dash, Pinkie Pie and Applejack through the castle structure, towards the south tower. Twilight knew from her visits with Princess Luna that she was normally found here.

As the six took the stairs that led up to the observatory and study on in the south tower, they heard the clopping of hoofsteps coming down the stairs from above them. Twilight motioned to the others to get up against the walls of the spiral staircase. As somepony descended the stairs, the six grabbed them, trying to secure the potential threat.

"Twilight Sparkle?" Princess Luna asked surprised from underneath the pile of ponies on the stairs.

"Yipe! Princess Luna! I'm sorry!" Twilight said, shocked to find that Princess Luna was the one they had 'captured'.

Everypony quickly got off of the Princess and they all started talking at once, blurting out information about Prince Eclipse, the Elements of Harmony and panic in the streets.

"Wait a moment, my little ponies!" Princess Luna interjected, "I just came from upstairs to see what the commotion in the streets is all about. It looks like some ponies are gathering up other ponies. I could not make sense of it from up in the observatory. Does this have something to do with the supposed challenger to the throne that Princess Celestia mentioned?"

"Yes! His name is Prince Eclipse, or, that's what he calls himself. He gathered up some followers, but, only Pegasi and Unicorns, and now his minions are gathering up all of the earth ponies in Canterlot to send them away! Meanwhile, he broke into the Grand Hall and took Princess Celestia away with magic! We tried to stop him when Princess Celestia tossed us our Elements, but they didn't work because Prince Eclipse had zapped Applejack and me with his scary red magic! Then, we went to find you so that you could make us Elements again!" Pinkie Pie rattled off in about ten seconds flat.

"Ah… I see. Well, I can make the attempt. Applejack, Pinkie Pie, come with me please." Princess Luna instructed, leading them back up the stairs.

The other four ponies followed Princess Luna as she led them into the study. She placed them on two couches, side by side. Princess Luna focused, evidently funneling a great effort into her magic as blue bolts shot out at Applejack and Pinkie Pie.

"I, Luna, by the power granted to me by the throne of Equestria, reinstate you as the Elements of Honesty and Laughter!" Princess Luna cried.

When the bright blue magical aura around Princess Luna and the targets of her spell had faded, Twilight looked at the ponies on the couches. They seemed to be sleeping peacefully. Princess Luna, on the other hoof, was obviously weakened significantly. She stumbled backwards a few steps before falling to her knees. Twilight Sparkle was at her side nigh instantaneously.

"Princess! Are you alright?" Asked a concerned Twilight.

"Yes, Twilight Sparkle, I am fine." Responded Princess Luna.

"Oh, great! Now what do we do, carry them?" Asked Rainbow Dash exasperatedly.

Fluttershy trotted up to the sleeping ponies and nudged them gently.

"Come now, its time to wake up." Fluttershy said softly.

"Wha? What happened? How long was I out fer?" Applejack asked, shaking her head as she rose from the couch.

"Huh? Are we done? I missed it! Do it again!" Pinkie Pie pleaded.

"Come on, we still need to stop Prince Eclipse!" Twilight announced.

"I have faith in you, Twilight Sparkle. Go, and save my sister." Instructed Princess Luna.

The six dashed out of the room after thanking Princess Luna profusely and advising her to rest, telling her that they would take care of everything.


	9. Heartstrong

**A/N: I feel obligated to warn you all that the ending of this story is emotional and powerful. I got emotional just writing it. So, with that warning, feel free to continue! :D**

Princess Celestia stood adamant against the arguments made by Prince Eclipse as he tried to persuade her to understand his aim and goal. She refuted each of his points soundly with short answers, all the while, telling him that she would not comply with anything he demanded so long as her ponies were in danger. Slowly, Celestia grew irritated, then angry, until she finally burst out:

"What has distorted you so? Why do you hate them? What malice has invaded you that you find enemies where there are none and do not understand that alone can bring you to peace?"

Prince Eclipse paused. He pondered her words, rather than lashing back like he normally would have.

"Do you remember my father? My mother, do you remember her too? Earth ponies. Both of them… Do you know what happens to earth ponies? They die! Their bodies weaken and their life leaves them! Meanwhile, I am left alive, tortured by their absence! I even had a mare once. She died too. One day, she wouldn't wake up and I knew that I had once again outlived another pony I loved! If they all left, we wouldn't have to know them! We wouldn't feel that pain! Don't you see? I can't live with this pain anymore!"

He walked unsteadily out onto the balcony and looked down at the streets of Canterlot as his minions gathered up the earth ponies and anypony who tried to defend them. He felt sick again, like he did every time these accursed memories surfaced. It felt painful, burning and sad at the same time. He tried to dismiss it from his mind as he had done so many times before, but it stayed, taunting him. He turned to face Princess Celestia, and, as he did, the door on the far side of the room burst open to reveal Twilight Sparkle and the other five Elements of Harmony.

"There!" Twilight yelled as the others moved into position.

Wait!" called Princess Celestia, but it was too late.

Twilight Sparkle's horn began to glow as the Elements and the ponies they were affixed to began to hover just off of the ground. Twilight opened her eyes to reveal white spheres in stead of her normal eyes. She and the others were jolted as beams of light shot from the Elements and combined into a huge ray that sped towards Prince Eclipse.

Prince Eclipse was deathly calm as the bolt approached. He thought of his mother and father, his wife, his past… He felt their warmth and their love. He could see them, touch them, and even speak to them. Then he felt the world falling away beneath his hooves.

EPILOGUE

Heartstrong awoke in a daze. He couldn't see anything for a moment. When his vision cleared, he saw eight ponies watching him intently. Princess Celestia was one of them, also, Princess Luna and the Elements of Harmony. The black Alicorn realized that he was in some sort of hospital. His eyes moved from one face to the next. Finally, he spoke.

"Thank you, Magic. You have given me a gift I never thought I could ever receive again. I have peace. I saw them… I spoke with them… They are still with me."

"I think you may be able to receive this gift again, my old friend." Princess Celestia hinted, smiling warmly down at Heartstrong.

"What do you mean?" Heartstrong asked, attempting to rise, but, feeling very lightheaded, he decided against it.

"My magic and the magic of the Elements are stronger than you know." She answered.

"I am simply happy that you have finally woken! After two days, we were beginning to worry…" Princess Luna added.

"When you are fully healed, I have an important undertaking for you, Heartstrong. Having been so long detached from any kind of emotional connections, I think you should study the subject of true friendship." Princess Celestia said softly.

Heartstrong looked at everypony around him. He thought he could feel what she was talking about. He could feel it, and it reminded him of his family. He winced, expecting the pangs of sadness and unrest, but they never came.


End file.
